A school-based intervention designed to prevent the onset of anxious and depressive symptoms in adolescents preparing to transition to middle school will be implemented in a large school system. The effects of the intervention on symptoms of anxiety and depression one year following implementation of the curriculum will be evaluated. The intervention will be administered by teachers over the course of one academic year. The prevention curriculum involves cognitive-behavioral components, including attribution retraining, problem solving skills training, and relaxation training, as well as emotion regulation components. This intervention extends previous preventive interventions by incorporating strategies intended to prevent the onset of both anxiety and depression and by including components focused on emotion regulation skills. Primary outcomes are symptoms of anxiety and major depression, and secondary outcomes include social competence and academic achievement. Implementation of this curriculum will occur in the context of a fully funded investigation of an emotional literacy curriculum. Only the independent effects of the prevention curriculum will be investigated for the purpose of this proposal. [unreadable] [unreadable] [unreadable]